SEC Form 4 · accession 0001209191-15-008738

WILLIAMS PARTNERS L.P. · WPZ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 2, 2015, pursuant to an Agreement and Plan of Merger dated as of October 24, 2014 by and among Access Midstream Partners, L.P. (the "Partnership"), Access Midstream Partners GP, L.L.C., (the "General Partner") VHMS LLC, Williams Partners L.P. ("Legacy WPZ") and Williams Partners GP LLC, (the "Merger Agreement") each of the outstanding common units representing limited partner interests in Legacy WPZ held by the Reporting Person converted into 0.86672 Common Units representing limited partner interests in the Partnership ("ACMP Common Units," and such conversion, the "Merger Exchange"). As a result of the Merger Exchange, the Partnership issued the 97 ACMP Common Units reported on Table I to the Reporting Person. Shortly following the Merger Exchange, the Partnership changed its name to Williams Partners L.P.
• F2Includes 83,075 Restricted Stock Units ("RSUs"), which convert to Common Units upon vesting on a 1 for 1 basis and vest (i) 25% on each of the second and third anniversary of July 16, 2014, and (ii) the remaining 50% on the fourth anniversary of July 16, 2014, subject to the Reporting Person's continued employment through the applicable vesting date. Also pursuant to the Merger Agreement, the General Partner caused the Partnership to effect a subdivision, on February 2, 2015, of each ACMP Common Unit into 1.06152 ACMP Common Units prior to the Merger Exchange (the "Common Unit Split"). The General Partner was additionally required to adjust outstanding RSU awards consistent with the Common Unit Split (the "RSU Adjustment"). The amount in this column gives effect to the Common Unit Split and the RSU Adjustment.